Dive into the captivating world of mergers and acquisitions with our latest blog post, ‘Navigating the Legal Landscape: A Tale of Restaurant IP in M&A.’ Uncover the twists and turns of a high-stakes case involving the sale of intellectual property…
Blog Archives
Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC
Explore the intricate world of M&A transactions through our latest blog post, ‘Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC.’ Uncover the strategic use of earnouts, the risks they pose for both buyers…
Posted in problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business acquisition, case reference, Court proceedings, dispute resolution, earnouts, EBITDA metrics, financial metric disputes, fraud claims, Houston federal district court, independent accountant, Industry Insights, Legal Blog, Legal Disputes, Legal lessons, M&A Risks, M&A Transactions, Nomar Enterprises LLC v. Rugged Solutions America LLC, rugged computer industry, strategic management
M&A Funds in Escrow: A Lesson from NSI-MI HOLDINGS, LLC v. Ametek, Inc.
Explore the intricacies of M&A escrow with insights from the NSI-MI HOLDINGS case, a $230 million acquisition involving a 15-month escrow period. Learn key takeaways and court rulings on indemnification obligations, providing valuable lessons for crafting effective escrow agreements in…
Posted in problems with escrows Tagged with: Ametek Inc., buyer's indemnity claim, Case Study, contractual disputes, Court ruling, crafting escrow agreements, customer dispute, defense contractor, Delaware Superior Court, echo-free chamber, electronic equipment testing, escrow, escrow duration, escrow period alignment, escrow release, escrowed funds, indemnification, Legal Blog, M&A, M&A Storie, M&A Transactions, Mergers and Acquisitions, microwave test solutions, NSI-MI HOLDINGS, Post-closing challenges, Purchase agreement, radio frequency, stakeholder interests, stakeholder lessons
BUYER ORDERED TO PAY $75 MILLION TO SELLER FOR BREACH OF REPS AND WARRANTIES IN M&A DEAL
In this M&A legal blog, learn about a recent case where a buyer was ordered to pay $75 million in damages to a seller for breaching representations and warranties during an insurance company acquisition. Gain insights into the lawsuit and…
Posted in buyer has no regulatory problems, buyer representations and warranties, seller knowledge Tagged with: Breach of Reps and Warranties, Damages and Interest, GBIG Holdings, Inc. v. Resolution Life LP, Insurance Company Acquisition, Legal Blog, M&A, Manhattan State Court, Merger and Acquisitions, Regulatory Problems, stock purchase agreement
DELAWARE COURT ORDERS BUYER TO HONOR M&A DEAL DESPITE PANDEMIC CHALLENGES
In this M&A legal blog, we explore a case where a buyer tried to back out of an acquisition agreement due to pandemic challenges. Discover how the Delaware Court of Chancery ruled in favor of the seller, emphasizing the importance…
Posted in best efforts to secure financing, buyer's covenants, Covenants, specific performance Tagged with: Court of Chancery, deferred closing, Delaware, Delaware Court, financing condition, financing contingency, Inc., Legal Blog, LLC v. KCAKE Acquisition, M&A, pandemic challenges, Snow Phipps Group, specific performance
DOL ALLEGES NEGLIGENCE IN MONITORING ESOP TRUSTEE IN M&A DEAL
Learn about a recent M&A case involving a Hawaii-based architectural engineering firm and the Department of Labor’s allegations of negligence in monitoring the ESOP trustee’s actions. Understand the importance of using an independent ESOP trustee to mitigate liability risks. Read…
Posted in director liability, independent trustee, prudence, sale of business to ESOP Tagged with: Acquisition, Court decision, Department of Labor, Employee Stock Ownership Plan, ESOP Trustee, Fiduciary Duty, Independent Trustee, Legal Blog, Liability, M&A, M&A Transactions, Negligence, Stewart v. Saakvitne, Valuation
INDIANA HIGH COURT CLARIFIES SUCCESSOR LIABILITY IN M&A DEALS
Learn about the recent Indiana Supreme Court ruling on successor liability in asset acquisitions. Understand the exceptions that relieve business asset buyers from seller creditor claims in M&A deals. M&A Stories April 30, 2021 Introduction: When acquiring the assets of…
Posted in continuity of enterprise exception, continuity of ownership, de facto merger exception, successor liability Tagged with: asset acquisitions, business asset buyer, de facto merger, Indiana M&A deals, Indiana Supreme Court ruling, Legal Blog, Mere Continuation, seller creditor claims, successor liability
ASSET BUYER’S LIABILITY DISPUTE IN M&A DEAL INVOLVING ASBESTOS-CONTAINING PRODUCT LINE
Learn about the legal complexities in an M&A deal where the buyer purchased the seller’s trade name which was used for two product lines acquired by the buyer, but had also been used by the seller for a steam turbine…
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